SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant    [X]

Filed by Party other than the Registrant    [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                               CEL-SCI CORPORATION
                          ----------------------------
                (Name of Registrant as Specified In Its Charter)

                    William T. Hart - Attorney for Registrant
             -----------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[ ] $500 per  each  party  to the  controversy  pursuant  to  Exchange  Act Rule
    14a-6(i)(3)

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:

         ----------------------------------------------------------------

    2) Aggregate number of securities to which transaction applies:

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    3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:

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                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 18, 2012
To the Shareholders:

     Notice is hereby  given that the  annual  meeting  of the  shareholders  of
CEL-SCI Corporation  ("CEL-SCI") will be held at 4820-C Seton Drive,  Baltimore,
MD 21215, on May 18, 2012, at 10:30 a.m. local time, for the following purposes:

     (1) to  elect  the  directors  who  shall  constitute  CEL-SCI's  Board  of
Directors for the ensuing year;

     (2) to approve the adoption of CEL-SCI's 2012  Incentive  Stock Option Plan
which  provides  that up to 2,000,000  shares of common stock may be issued upon
the exercise of options granted pursuant to the Incentive Stock Option Plan;

     (3) to approve the adoption of CEL-SCI's  2012  Non-Qualified  Stock Option
Plan which  provides  that up to 2,000,000  shares of common stock may be issued
upon the exercise of options granted pursuant to the Non-Qualified  Stock Option
Plan;

     (4) to approve  the  adoption  of  CEL-SCI's  2012  Stock  Bonus Plan which
provides  that up to  2,000,000  shares of common stock may be issued to persons
granted stock bonuses pursuant to the Stock Bonus Plan;

     (5) to approve an amendment to CEL-SCI's Stock Compensation Plan to provide
for the issuance of up to 2,000,000 additional restricted shares of common stock
to  CEL-SCI's  directors,  officers,  employees  and  consultants  for  services
provided to the Company;

     (6) to approve an  amendment to CEL-SCI's  Articles of  Incorporation  such
that CEL-SCI  would be authorized  to issue up to  600,000,000  shares of common
stock; and

     (7) to ratify the  appointment  of BDO USA,  LLP as  CEL-SCI's  independent
registered public accounting firm for the fiscal year ending September 30, 2012;

     to transact such other business as may properly come before the meeting.







     March 20, 2012 is the record  date for the  determination  of  shareholders
entitled to notice of and to vote at such meeting.  Shareholders are entitled to
one vote for each share  held.  As of March 20,  2012,  there  were  255,819,774
outstanding shares of CEL-SCI's common stock.

                                       CEL-SCI CORPORATION


March 20, 2012                         Geert R. Kersten, Chief Executive Officer



      PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
       AND SIGN, DATE AND RETURN THE PROXY CARD, OR VOTE VIA THE INTERNET
                                 ORBY TELEPHONE

                    TO SAVE THE COST OF FURTHER SOLICITATION,
                              PLEASE VOTE PROMPTLY


                                       2


                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                                 PROXY STATEMENT

     The  accompanying  proxy is solicited by CEL-SCI's  directors for voting at
the annual  meeting of  shareholders  to be held on May 18, 2012, and at any and
all adjournments of such meeting. If the proxy is executed and returned, it will
be  voted  at  the  meeting  in  accordance  with  any  instructions,  and if no
specification  is made,  the proxy will be voted for the  proposals set forth in
the accompanying notice of the annual meeting of shareholders.  Shareholders who
execute  proxies may revoke  them at any time  before they are voted,  either by
writing to CEL-SCI at the  address  shown  above or in person at the time of the
meeting.  Additionally,  any later dated proxy will revoke a previous proxy from
the same shareholder.  A Notice of Internet Availability of Proxy Materials will
be mailed to shareholders on or before April 5, 2012.

     There  is one  class  of  capital  stock  outstanding.  Provided  a  quorum
consisting  of  one-third  of the  shares  entitled  to vote is  present  at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or  represented  by proxy is required to elect  directors.  Cumulative
voting in the election of directors is not permitted.  The adoption of the other
proposals  to come before the meeting will require the approval of a majority of
votes cast at the meeting.

     Shares of CEL-SCI's common stock  represented by properly  executed proxies
that reflect  abstentions or "broker  non-votes"  will be counted as present for
purposes of determining the presence of a quorum at the annual meeting.  "Broker
non-votes"  represent  shares  held by  brokerage  firms in  "street-name"  with
respect to which the broker has not received  instructions  from the customer or
otherwise does not have discretionary  voting authority.  Abstentions and broker
non-votes  will not be counted  as having  voted  against  the  proposals  to be
considered at the meeting.

PRINCIPAL SHAREHOLDERS

     The following table lists, as of March 20, 2012, the  shareholdings  of (i)
each person owning  beneficially 5% or more of CEL-SCI's  common stock (ii) each
officer who received  compensation in excess of $100,000  during  CEL-SCI's most
recent  fiscal year and (iii) all  officers  and  directors  as a group.  Unless
otherwise  indicated,  each owner has sole voting and investment powers over his
shares of common stock.


                                       3


Name and Address                   Number of Shares (1)    Percent of Class (3)
----------------                   ----------------        ----------------

Maximilian de Clara                   6,540,357                   2.5%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                      9,449,709 (2)               3.6%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                   3,114,037                   1.2%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Eyal Talor, Ph.D.                     1,927,656                   0.7%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.            1,601,620                   0.6%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

John Cipriano                           422,667                   0.2%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                  970,489                   0.4%
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving, Ph.D.          1,146,247                   0.4%
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young, Ph.D.                 1,012,757                   0.4%
2500 Marketplace Drive
Unit 431
Waco, TX 76711

All Officers and Directors           26,185,539                   9.5%
as a Group (9 persons)


(1)  Includes shares issuable prior to May 31, 2012 upon the exercise of options
     or warrants granted to the following persons:

                                       4


                                          Options or Warrants Exercisable
      Name                                      Prior to  May 31, 2012
      ----                                --------------------------------

      Maximilian de Clara                        6,289,123
      Geert R. Kersten                           6,033,009
      Patricia B. Prichep                        2,252,296
      Eyal Talor, Ph.D.                          1,452,719
      Daniel Zimmerman                           1,234,000
      John Cipriano                                422,667
      Alexander G. Esterhazy                       737,332
      C. Richard Kinsolving, Ph.D.                 844,000
      Peter R. Young, Ph.D.                        764,999

(2)  Amount includes shares held in trust for the benefit of Mr. Kersten's minor
     children. Geert R. Kersten is the stepson of Maximilian de Clara.

(3)  Amount includes shares referred to in (1) above but excludes shares which
     may be issued upon the exercise or conversion of other options, warrants
     and other convertible securities previously issued by CEL-SCI.

ELECTION OF DIRECTORS

     Unless the proxy contains  contrary  instructions,  it is intended that the
proxies will be voted for the election of the current  directors listed below to
serve as  members of the Board of  Directors  until the next  annual  meeting of
shareholders and until their successors shall be elected and shall qualify.

     All current directors have consented to stand for re-election.  In case any
nominee  shall be  unable  or shall  fail to act as a  director  by virtue of an
unexpected occurrence, the proxies may be voted for such other person or persons
as  shall be  determined  by the  persons  acting  under  the  proxies  in their
discretion.

     All of  CEL-SCI's  directors  have served as  directors  for a  significant
period  of time.  Consequently,  their  long-standing  experience  with  CEL-SCI
qualifies them to be directors.

    Information concerning CEL-SCI's officers and directors follows:

Name                     Age    Position
----                     ---    --------

Maximilian de Clara       82    President and Chairman of the Board of Directors
Geert R. Kersten, Esq.    53    Chief Executive Officer, Treasurer and a
                                Director
Patricia B. Prichep       61    Senior Vice President of Operations and
                                Secretary
Dr. Eyal Talor            56    Chief Scientific Officer
Dr. Daniel H. Zimmerman   71    Senior  Vice President of  Research, Cellular
                                Immunology
John Cipriano             70    Senior Vice President of Regulatory Affairs

                                       5


Name                     Age    Position
----                     ---    --------

Alexander G. Esterhazy    70    Director
Dr. C. Richard
 Kinsolving               76    Director
Dr. Peter R. Young        67    Director

     The  directors  of CEL-SCI  serve in such  capacity  until the next  annual
meeting of  CEL-SCI's  shareholders  and until their  successors  have been duly
elected and  qualified.  The  officers  of CEL-SCI  serve at the  discretion  of
CEL-SCI's directors.

     Mr.  Maximilian  de Clara,  by virtue of his  position  as an  officer  and
director of CEL-SCI,  may be deemed to be the "parent" and  "founder" of CEL-SCI
as those terms are defined under applicable rules and regulations of the SEC.

     The principal  occupations of CEL-SCI's officers and directors,  during the
past several years, are as follows:

     Maximilian  de Clara has been a Director of CEL-SCI  since its inception in
March l983,  and has been  President  of CEL-SCI  since July l983.  Prior to his
affiliation with CEL-SCI,  and since at least l978, Mr. de Clara was involved in
the management of his personal  investments and personally  funding  research in
the fields of biotechnology  and biomedicine.  Mr. de Clara attended the medical
school  of the  University  of  Munich  from  l949 to l955,  but left  before he
received a medical  degree.  During the summers of l954 and l955, he worked as a
research  assistant  at the  University  of  Istanbul  in the  field  of  cancer
research.  For his efforts and  dedication  to research and  development  in the
fight  against  cancer and AIDS,  Mr. de Clara was  awarded  the "Pour le Merit"
honorary  medal of the Austrian  Military  Order "Merito  Navale" as well as the
honor cross of the Austrian Albert Schweitzer Society.

     Geert  Kersten has served in his current  leadership  role at CEL-SCI since
1995.  Mr.  Kersten has been with CEL-SCI  from the early days of its  inception
since 1987. He has been involved in the pioneering field of cancer immunotherapy
for almost  two  decades  and has  successfully  steered  CEL-SCI  through  many
challenging  cycles in the  biotechnology  industry.  Mr.  Kersten also provides
CEL-SCI  with  significant  expertise in the fields of finance and law and has a
unique vision of how the company's  Multikine product will change the way cancer
is treated.  Prior to CEL-SCI,  Mr.  Kersten  worked at the law firm of Finley &
Kumble and worked at Source  Capital,  an  investment  banking  firm  located in
McLean,  VA. He is a native  of  Germany,  graduated  from  Millfield  School in
England,  and  completed  his  studies  in the US.  Mr.  Kersten  completed  his
Undergraduate  Degree in Accounting,  received an M.B.A.  from George Washington
University, and a law degree (J.D.) from American University in Washington, DC.

     Patricia B. Prichep joined  CEL-SCI in 1992 and has been  CEL-SCI's  Senior
Vice President of Operations  since March 1994.  Between December 1992 and March
1994,  Ms.  Prichep was CEL-SCI's  Director of  Operations.  Ms.  Prichep became
CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day
operations  of the Company,  including  human  resources and is the liaison with
CEL-SCI's independent registered public accounting firm for financial reporting.
From June 1990 to  December  1992,  Ms.  Prichep  was the Manager of Quality and

                                       6


Productivity for the NASD's Management,  Systems and Support Department. She was
responsible  for the  internal  auditing and work flow  analysis of  operations.
Between 1982 and 1990, Ms. Prichep was Vice President and Operations Manager for
Source  Capital,  Ltd. She handled all operations and compliance for the company
and was licensed as a securities  broker. Ms. Prichep received her B.A. from the
University of Bridgeport in Connecticut.

     Eyal Talor,  Ph.D.  joined  CEL-SCI in October 1993.  In October 2009,  Dr.
Talor was promoted to Chief Scientific  Officer.  Prior to this promotion he was
the Senior Vice president of Research and Manufacturing  since March of 1994. He
is a clinical immunologist with over 19 years of hands-on management of clinical
research and drug  development for  immunotherapy  application;  pre-clinical to
Phase  III,  in  the   biopharmaceutical   industry.   His  expertise  includes;
biopharmaceutical R&D and Biologics product development, GMP (Good Manufacturing
Practices) manufacture,  Quality Control testing, and the design and building of
GMP  manufacturing  and  testing  facilities.  He served as Director of Clinical
Laboratories  (certified  by the State of Maryland)  and has  experience  in the
design of  clinical  trials  (Phase I - III) and GCP (Good  Clinical  Practices)
requirements.  He  also  has  broad  experience  in  the  different  aspects  of
biological  assay  development,  analytical  methods  validation,  raw  material
specifications,  and QC (Quality Control) tests development under FDA/GMP,  USP,
and  ICH  guidelines.   He  has  extensive  experience  in  the  preparation  of
documentation for IND and other regulatory  submissions.  His scientific area of
expertise  encompasses immune response  assessment.  He is the author of over 25
publications  and has  published  a number of reviews on immune  regulations  in
relation to clinical  immunology.  Before coming to CEL-SCI,  he was Director of
R&D and  Clinical  Development  at CBL,  Inc.,  Principal  Scientist  -  Project
Director,  and Clinical Laboratory  Director at SRA Technologies,  Inc. Prior to
that he was a full time faculty member at The Johns Hopkins University,  Medical
Intuitions; School of Public Health. He holds two US patents; one on Multikine's
composition of matter and method of use in cancer, and one on a platform Peptide
technology (`Adapt') for the treatment of autoimmune diseases,  asthma, allergy,
and  transplantation  rejection.  He  also  has  numerous  product  and  process
inventions  as well as a number of pending US and PCT  patent  applications.  He
received his Ph.D. in Microbiology and Immunology from the University of Ottawa,
Ottawa, Ontario, Canada, and had post-doctoral training in clinical and cellular
immunology at The John Hopkins University, Baltimore, Maryland, USA. He holds an
Adjunct  Associate  teaching  position at the Johns Hopkins  University  Medical
Institutions.

     Daniel H.  Zimmerman,  Ph.D.,  has been CEL-SCI's  Senior Vice President of
Cellular  Immunology  between  1996 and December  2008 and again since  November
2009.  He joined  CEL-SCI in January  1996 as the Vice  President  of  Research,
Cellular Immunology.  Dr. Zimmerman founded CELL-MED, Inc. and was its president
from 1987-1995.  From 1973-1987,  Dr. Zimmerman  served in various  positions at
Electronucleonics,  Inc. His positions  included:  Scientist,  Senior Scientist,
Technical  Director  and Program  Manager.  Dr Zimmerman  held various  teaching
positions at Montgomery  College between 1987 and 1995. Dr. Zimmerman holds over
a dozen US patents as well as many foreign equivalent  patents. He is the author
of over 40  scientific  publications  in the area of immunology  and  infectious
diseases.  He has been awarded numerous grants from NIH and DOD. From 1969-1973,
Dr.  Zimmerman was a Senior Staff Fellow at NIH. For the following 25 years,  he

                                       7


continued  on at NIH as a  guest  worker.  Dr  Zimmerman  received  a  Ph.D.  in
Biochemistry  in 1969,  a Masters  in  Zoology  in 1966 from the  University  of
Florida and a B.S. in Biology from Emory and Henry College in 1963.

     John  Cipriano,  has been  CEL-SCI's  Senior Vice  President of  Regulatory
Affairs  between March 2004 and December 2008 and again since October 2009.  Mr.
Cipriano  brings to CEL-SCI  over 30 years of  experience  in both  biotech  and
pharmaceutical  companies.  In addition,  he held positions at the United States
Food and Drug  Administration  (FDA) as Deputy  Director,  Division of Biologics
Investigational  New Drugs,  Office of Biologics Research and Review and was the
Deputy  Director,  IND  Branch,  Division  of  Biologics  Evaluation,  Office of
Biologics.  Mr. Cipriano  completed his B.S. in Pharmacy from the  Massachusetts
College of Pharmacy  in Boston,  Massachusetts  and his M.S.  in  Pharmaceutical
Chemistry from Purdue University in West Lafayette, Indiana.

     Alexander G.  Esterhazy has been a Director of CEL-SCI since  December 1999
and has been an independent  financial advisor since November 1997. Between July
1991 and October  1997,  Mr.  Esterhazy was a senior  partner of Corpofina  S.A.
Geneva,  a firm  engaged in  mergers,  acquisitions  and  portfolio  management.
Between January 1988 and July 1991, Mr. Esterhazy was a managing  director of DG
Bank in  Switzerland.  During  this  period Mr.  Esterhazy  was in charge of the
Geneva,  Switzerland branch of the DG Bank, founded and served as vice president
of DG Finance  (Paris)  and was the  President  and Chief  Executive  officer of
DG-Bourse, a securities brokerage firm.

     C. Richard  Kinsolving,  Ph.D.  has been a Director of CEL-SCI  since April
2001. Since February 1999, Dr.  Kinsolving has been the Chief Executive  Officer
of BioPharmacon, a pharmaceutical development company. Between December 1992 and
February  1999, Dr.  Kinsolving was the President of Immuno-Rx,  Inc., a company
engaged  in  immuno-pharmaceutical   development.   Between  December  1991  and
September 1995, Dr. Kinsolving was President of Bestechnology, Inc. a nonmedical
research and development company producing bacterial preparations for industrial
use. Dr.  Kinsolving  received his Ph.D. in Pharmacology  from Emory  University
(1970), his Masters degree in  Physiology/Chemistry  from Vanderbilt  University
(1962),  and his Bachelor's degree in Chemistry from Tennessee Tech.  University
(1957).

     Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002. Dr.
Young has been a senior  executive  within the  pharmaceutical  industry  in the
United  States and Canada for most of his career.  Over the last 20 years he has
primarily held positions of Chief Executive  Officer or Chief Financial  Officer
and has extensive  experience with  acquisitions  and equity  financings.  Since
November 2001, Dr. Young has been the President of Agnus Dei, LLC, which acts as
a partner in an organization managing immune system clinics which treat patients
with diseases such as cancer,  multiple  sclerosis and hepatitis.  Since January
2003,  Dr.  Young has been the  President  and Chief  Executive  Officer  of SRL
Technology, Inc., a company involved in the development of pharmaceutical (drug)
delivery  systems.  Between  1998 and 2001,  Dr.  Young was the Chief  Financial
Officer of Adams  Laboratories,  Inc.  Dr. Young  received his Ph.D.  in Organic
Chemistry from the  University of Bristol,  England  (1969),  and his Bachelor's
degree in Honors  Chemistry,  Mathematics and Economics also from the University
of Bristol, England (1966).

                                       8


     All of  CEL-SCI's  officers  devote  substantially  all of  their  time  to
CEL-SCI's business.

     CEL-SCI's  Board of Directors  does not have a "leadership  structure",  as
such, since each director is entitled to introduce  resolutions to be considered
by the  Board  and each  director  is  entitled  to one  vote on any  resolution
considered by the Board.  CEL-SCI's Chief Executive  Officer is not the Chairman
of CEL-SCI's Board of Directors.

     CEL-SCI's  Board of Directors has the ultimate  responsibility  to evaluate
and respond to risks facing CEL-SCI.  CEL-SCI's Board of Directors  fulfills its
obligations in this regard by meeting on a regular basis and communicating, when
necessary, with CEL-SCI's officers.

     Alexander G.  Esterhazy,  Dr. C. Richard  Kinsolving and Dr. Peter R. Young
are independent  directors as that term is defined in section 803 of the listing
standards of the NYSE Amex.

     CEL-SCI  has  adopted a Code of Ethics  which is  applicable  to  CEL-SCI'S
principal executive,  financial,  and accounting officers and persons performing
similar functions. The Code of Ethics is available on CEL-SCI's website, located
at www.cel-sci.com.

     If a violation of this code of ethics act is discovered  or suspected,  the
Senior  Officer  must  (anonymously,  if  desired)  send a detailed  note,  with
relevant  documents,  to CEL-SCI's Audit  Committee,  c/o Dr. Peter Young,  2500
Marketplace Drive, Unit 431, Waco, Texas 76711.

     CEL-SCI's  Board of  Directors  met five times during the fiscal year ended
September  30, 2011.  All of the  Directors  attended  three of these  meetings,
either in person or by telephone  conference  call, with the exception of Mr. de
Clara and Dr.  Kinsolving.  In addition,  the Board of Directors had a number of
informal telephonic meetings during the course of the year.

     For purposes of electing  directors at its annual meeting  CEL-SCI does not
have  a  nominating  committee  or a  committee  performing  similar  functions.
CEL-SCI's  Board of  Directors  does  not  believe  a  nominating  committee  is
necessary since CEL-SCI's Board of Directors is small and the Board of Directors
as a whole  performs this  function.  The nominees to the Board of Directors are
selected by a majority vote of CEL-SCI's independent directors.

     CEL-SCI does not have any policy  regarding the  consideration  of director
candidates recommended by shareholders since a shareholder has never recommended
a nominee to the Board of Directors and under Colorado law, any  shareholder can
nominate  a person  for  election  of a  director  at the  annual  shareholders'
meeting.  However,   CEL-SCI's  Board  of  Directors  will  consider  candidates
recommended  by  shareholders.  To submit a candidate for the Board of Directors
the  shareholder  should  send the name,  address  and  telephone  number of the
candidate, together with any relevant background or biographical information, to
CEL-SCI's  Chief  Executive  Officer,  at the address shown on the cover page of
this proxy statement.  The Board has not established any specific qualifications
or skills a nominee  must meet to serve as a director.  Although  the Board does
not have any process for identifying and evaluating director nominees, the Board
does not believe there would be any differences in the manner in which the Board
evaluates nominees submitted by shareholders as opposed to nominees submitted by
any other person.

                                       9


     CEL-SCI does not have a policy with regard to Board member's  attendance at
annual meetings.  All Board members,  with the exception of Mr. de Clara and Mr.
Esterhazy,  attended  the last annual  shareholder's  meeting  held on April 15,
2011.

     Holders  of  CEL-SCI's  common  stock can send  written  communications  to
CEL-SCI's  entire  Board  of  Directors,  or to one or more  Board  members,  by
addressing  the  communication  to "the  Board of  Directors"  or to one or more
directors,  specifying  the  director  or  directors  by name,  and  sending the
communication to CEL-SCI's offices in Vienna, Virginia. Communications addressed
to the Board of  Directors  as whole will be  delivered  to each  Board  member.
Communications addressed to a specific director (or directors) will be delivered
to the director (or directors) specified.

     Security  holder  communications  not sent to the Board of  Directors  as a
whole or to specified Board members are not relayed to Board members.

Executive Compensation
----------------------

Compensation Discussion and Analysis

     This  Compensation   Discussion  and  Analysis  (CD&A)  outlines  CEL-SCI's
compensation philosophy, objectives and process for its executive officers. This
CD&A includes  information on how  compensation  decisions are made, the overall
objectives  of CEL-SCI's  compensation  program,  a  description  of the various
components  of  compensation  that  are  provided,  and  additional  information
pertinent to understanding CEL-SCI's executive officer compensation program.

     The Compensation  Committee  determines the compensation of CEL-SCI's Chief
Executive Officer and President and delegates to the Chief Executive Officer the
responsibility to determine the base salaries of all officers other than himself
under  the  constraints  of  an  overall  limitation  on  the  total  amount  of
compensation to be paid to them.

Compensation Philosophy
-----------------------

     CEL-SCI's  compensation  philosophy  extends  to all  employees,  including
executive officers, and is designed to align employee and shareholder interests.
The philosophy's  objective is to pay fairly based upon the employee's position,
experience  and  individual  performance.  Employees  may  be  rewarded  through
additional   compensation  when  CEL-SCI  meets  or  exceeds  targeted  business
objectives. Generally, under CEL-SCI's compensation philosophy, as an employee's
level  of  responsibility  increases,  a  greater  portion  of his or her  total
potential compensation becomes contingent upon annual performance.

     A  substantial   portion  of  an  executive's   compensation   incorporates
performance  criteria that support and reward achievement of CEL-SCI's long term
business goals.


                                       10


     The fundamental principles of CEL-SCI's compensation philosophy are
described below:

     o    Market-driven.  Compensation programs are structured to be competitive
          both in their design and in the total compensation that they offer.

     o    Performance-based.   Certain  officers  have  some  portion  of  their
          incentive   compensation   linked  to   CEL-SCI's   performance.   The
          application of performance  measures as well as the form of the reward
          may vary depending on the employee's position and responsibilities.

     Based on a review of its  compensation  programs,  CEL-SCI does not believe
that such  programs  encourage  any of its employees to take risks that would be
likely to have a  material  adverse  effect on  CEL-SCI.  CEL-SCI  reached  this
conclusion based on the following:

     o    The salaries  paid to employees  are  consistent  with the  employees'
          duties and responsibilities.

     o    Employees who have high impact  relative to the  expectations of their
          job duties and functions are rewarded.

     o    CEL-SCI  retains  employees who have skills  critical to its long term
          success.

Review of Executive Officer Compensation

     CEL-SCI's  current policy is that the various  elements of the compensation
package are not interrelated in that gains or losses from past equity incentives
are not factored into the determination of other compensation.  For instance, if
options that are granted in a previous year become underwater the next year, the
Committee does not take that into consideration in determining the amount of the
options or  restricted  stock to be granted  the next  year.  Similarly,  if the
options  or  restricted  shares  granted  in a previous  year  become  extremely
valuable, the Committee does not take that into consideration in determining the
options or restricted stock to be awarded for the next year.

     CEL-SCI does not have a policy with regard to the adjustment or recovery of
awards or  payments if our  relevant  performance  measures  upon which they are
based are restated or otherwise  adjusted in a manner that would reduce the size
of an award or payment.

Components of Compensation--Executive Officers

     CEL-SCI's  executive  officers are compensated  through the following three
components:

     o    Base Salary

     o    Long-Term Incentives (stock options and/or grants of stock)

     o    Benefits

                                       11


     These  components   provide  a  balanced  mix  of  base   compensation  and
compensation  that  is  contingent  upon  each  executive  officer's  individual
performance. A goal of the compensation program is to provide executive officers
with a reasonable  level of security  through base salary and benefits.  CEL-SCI
wants to ensure that the  compensation  programs are  appropriately  designed to
encourage  executive  officer  retention and  motivation  to create  shareholder
value. The Compensation  Committee believes that CEL-SCI's stockholders are best
served when  CEL-SCI can attract and retain  talented  executives  by  providing
compensation packages that are competitive but fair.

     In  past  years,  base  salaries,   benefits  and  incentive   compensation
opportunities  were generally  targeted near the median of general survey market
data derived from indices covering similar biotech/pharmaceutical companies. The
companies included Achillion Pharmaceuticals,  Inc., Acura Pharmaceutical, Inc.,
Alimera Sciences,  Inc.,  Agenus Inc., ARCA biopharma (ARCA Discovery),  Cadence
Pharmaceuticals, Inc., Chelsea Therapeutics, Inc., Cortex Pharmaceuticals, Inc.,
EpiCept Corp., IGI Laboratories  Inc.,  Inhibitex,  Inc.,  Medicis  Technologies
Corp.,  NeurogesX,  Inc.,  Orexigen  Therapeutics  Inc.,  Pharmacyclics,   Inc.,
Resverlogix   Corp.,  SCOLR  Pharma,   Inc.,   StemCells,   Inc.,   Psychemedics
Corporation,  Molecular Insight Pharmaceuticals,  Inc., Nabi Biopharmaceuticals,
NuPathe Inc. and POZEN,  Inc.  CEL-SCI has not used third party  consultants  to
provide it with recommendations or reports.

Base Salaries
-------------

     Base salaries  generally have been targeted to be competitive when compared
to  the  salary   levels  of  persons   holding   similar   positions  in  other
pharmaceutical companies and other publicly traded companies of comparable size.
Each executive officer's respective responsibilities,  experience, expertise and
individual performance are considered.

     A  further  consideration  in  establishing  compensation  for  the  senior
employees is their long term history with CEL-SCI.  Taken into consideration are
factors  that have  helped  CEL-SCI  survive  in times  when it was  financially
extremely weak, such as:  willingness to accept salary cuts,  willingness not to
be paid at all for extended time periods, and in general an attitude that helped
CEL-SCI survive during financially difficult times. For example,  Geert Kersten,
Maximilian  de Clara and  Patricia  Prichep  were  without  any  salary  between
September 2008 and June 2009. Other senior members took substantial salary cuts,
all geared towards helping CEL-SCI  survive.  In all of these cases the officers
continued to work without any guarantee of payment.

Long-Term Incentives
--------------------

     Stock  grants and option  grants help to align the  interests  of CEL-SCI's
employees  with those of its  shareholders.  Options  and stock  grants are made
under CEL-SCI's Stock Option,  Stock Bonus and Stock Compensation Plans. Options
are granted with exercise prices equal to the closing price of CEL-SCI's  common
stock on the day immediately  preceding the date of grant, with pro rata vesting
at the end of each of the following three years.

                                       12


     CEL-SCI believes that grants of equity-based compensation:

     o    Enhance  the link  between  the  creation  of  shareholder  value  and
          long-term executive incentive compensation;

     o    Provide focus, motivation and retention incentive; and

     o    Provide competitive levels of total compensation.


     CEL-SCI's  management believes that the pricing for biotechnology stocks is
highly  inefficient  until  the time of  product  sales.  As such any long  term
compensation  tied to progress as measured by share price is not as efficient as
it should be.  However,  CEL-SCI's  Compensation  Committee has not been able to
substitute a better  measurement  and therefore  continues to believe that stock
grants  and  option  grants  best  align  the needs of the  corporation  and the
employee with those of the shareholders.

Benefits
--------

     In addition to cash and equity  compensation  programs,  executive officers
participate  in the health  and  welfare  benefit  programs  available  to other
employees.  In a few limited  circumstances,  CEL-SCI provides other benefits to
certain executive officers, such as car allowances.

     All executive officers are eligible to participate in CEL-SCI's 401(k) plan
on the  same  basis  as its  other  employees.  CEL-SCI  matches  100%  of  each
employee's contribution up to the first 6% of his or her salary.

     The following table sets forth in summary form the compensation received by
(i) the Chief  Executive  Officer  of CEL-SCI  and (ii) by each other  executive
officer of CEL-SCI who  received in excess of $100,000  during the three  fiscal
years ended September 30, 2011.


                                                              

                                                                      All Other
                                                   Restric-            Annual
                                                  ted Stock    Option  Compen-
Name and Princi-        Fiscal    Salary   Bonus   Awards      Awards   sation
 pal Position            Year      (1)      (2)      (3)        (4)      (5)       Total
--------------------    ------    ------   -----  ---------    ------ ----------   -----
                                     $       $       $           $        $          $
Maximilian de Clara,     2011     363,000    --        --    176,709     105,226    644,935
President                2010     363,000    --        --    107,424     102,186    572,610
                         2009     334,720    --   205,000    531,236(8)   83,274  1,154,230

Geert R. Kersten,        2011     464,005    --    14,700    207,314      57,656    743,675
Chief Executive          2010     454,009  220,995 11,025    128,909      55,309    870,247
Officer and              2009     408,691    --     5,000  1,735,284(8)   34,892  2,183,867
Treasurer

Patricia B. Prichep      2011     204,013    --    12,541     99,141       6,031    321,726
Senior Vice President    2010     199,898    --    11,790     64,455       6,027    282,170
of Operations and        2009     174,913    --        --  1,142,155(8)    4,225  1,321,293
Secretary

                                       13


Eyal Talor, Ph.D.        2011     251,861    --     9,600    100,362       6,031    367,854
Chief Scientific         2010     239,868    --    15,623     64,455       6,027    325,973
Officer                  2009     212,265    --        --  1,044,566(8)    4,225  1,261,056

Daniel Zimmerman, Ph.D.  2011     193,260    --    11,896     98,948       6,031    310,135
Senior Vice President    2010     165,800    --     9,233     64,455       5,027    244,515
of Research. Cellular    2009      47,124    --        --         --         875     47,999
Immunology (6)

John Cipriano            2011     178,870    --        --     91,815          31   270,716
Senior Vice President    2010     175,952    --        --    240,711          27    416,690
of Regulatory Affairs (7)2009      48,594    --        --         --          25    48,619


(1)  The dollar value of base salary (cash and non-cash) earned.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  During  the  periods  covered  by the  table,  the  value of the  shares of
     restricted  stock issued as compensation for services to the persons listed
     in the  table.  In the case of Mr.  de  Clara,  during  three  years  ended
     September 30, 2011, 2010, and 2009, $0, $0 and $200,000, respectively, were
     paid in restricted shares of CEL-SCI's common stock which cannot be sold in
     the public  market for a period of three years after the date of  issuance.
     In the case of all other  persons  listed in the  table,  the  shares  were
     issued  as  CEL-SCI's  contribution  on  behalf  of the  named  officer  to
     CEL-SCI's 401(k) retirement plan and restricted shares issued at the market
     price  from the Stock  Compensation  Plan.  The value of all stock  awarded
     during the periods  covered by the table are  calculated  according  to ASC
     718-10-30-3 which represented the grant date fair value.

(4)  The greatest part of the value in FY 2009 was derived from options  awarded
     to  employees  who did not collect a salary,  or reduced or deferred  their
     salary between  September 15, 2008 and June 30, 2009.  For example,  Mr. de
     Clara,  Mr.  Kersten and Ms.  Prichep  did not  collect any salary  between
     September  30, 2008 and June 30, 2009.  The fair value of all stock options
     granted during the periods covered by the table are calculated on the grant
     date in accordance  with ASC 718-10-30-3  which  represented the grant date
     fair value.

(5)  All other  compensation  received that CEL-SCI could not properly report in
     any other  column  of the table  including  annual  contributions  or other
     allocations  to vested and unvested  defined  contribution  plans,  and the
     dollar value of any insurance  premiums  paid by, or on behalf of,  CEL-SCI
     with respect to term life insurance for the benefit of the named  executive
     officer,  and the full dollar value of the  remainder of the premiums  paid
     by, or on behalf of, CEL-SCI and car allowances  paid by CEL-SCI.  Includes
     board of directors fees for Mr. de Clara and Mr. Kersten.

(6) Dr. Zimmerman was CEL-SCI's Senior Vice President of Research, Cellular
    Immunology between January 1996 and December 2008 and since November 2009.

                                       14


(7) Mr. Cipriano was CEL-SCI's Senior Vice President of Regulatory Affairs
    between March 2004 and December 2008 and since October 2009.

(8) In 2009, the CEL-SCI made performance share awards to the senior management
    which entitles these employees to receive a specified number of options to
    purchase the Company's common stock provided that certain milestones are
    met. One third of the options can be exercised when the first 400 patients
    are enrolled in CEL-SCI's Phase III head and neck cancer clinical trial. One
    third of the options can be exercised when all of the patients have been
    enrolled in the Phase III clinical trial. One third of the options can be
    exercised when the Phase III trial is completed. The grant-date fair value
    of these options awarded to the senior management of the Company amounts to
    $3.3 million in total. A major consideration in the valuation of these
    options is the likelihood of the CEL-SCI reaching these milestones.
    CEL-SCI's management has assumed the likelihood of these milestones being
    reached to be 100%.

Employee Pension, Profit Sharing or Other Retirement Plans
----------------------------------------------------------

     CEL-SCI  has a  defined  contribution  retirement  plan,  qualifying  under
Section  401(k) of the  Internal  Revenue Code and  covering  substantially  all
CEL-SCI's  employees.  CEL-SCI's  contribution  to the plan is made in shares of
CEL-SCI's common stock.  Each  participant's  contribution is matched by CEL-SCI
with  shares  of  common  stock  which  have  a  value  equal  to  100%  of  the
participant's  contribution,  not to  exceed  the  lesser of $1,000 or 6% of the
participant's  total  compensation.  CEL-SCI's  contribution  of common stock is
valued each quarter based upon the closing price of its common stock. The fiscal
2011 expenses for this plan were $154,100.  Other than the 401(k) Plan,  CEL-SCI
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan.

Compensation of Directors During Year Ended September 30, 2011
--------------------------------------------------------------
                                       Stock         Option
Name                 Paid in Cash    Awards (1)     Awards (2)         Total
----                 ------------    ----------     ----------        -------


Maximilian de Clara    $ 40,000           -         $ 176,709         $ 216,709
Geert Kersten          $ 40,000           -         $ 207,314         $ 247,314
Alexander Esterhazy    $ 44,000           -         $  91,815         $ 135,815
C. Richard Kinsolving  $ 44,000           -         $  91,815         $ 135,815
Peter R. Young         $ 44,000           -         $  91,815         $ 135,815

(1)  The fair value of stock issued for services.

(2)  The fair value of options granted computed in accordance with ASC
     718-10-30-3 on the date of grant which represents their grant date fair
     value.

     Directors'  fees paid to  Maximilian  de Clara and Geert  Kersten  are also
included in the Executive Compensation table.

                                       15


Employment Contracts
--------------------

Maximilian de Clara

     In April 2005, CEL-SCI entered into a three-year  employment agreement with
Maximilian de Clara, CEL-SCI's President. The employment agreement provided that
CEL-SCI would pay Mr. de Clara an annual  salary of $363,000  during the term of
the  agreement.  On September 8, 2006 Mr. de Clara's  Employment  Agreement  was
amended and  extended to April 30,  2010.  The terms of the  amendment to Mr. de
Clara's  employment  agreement are referenced in a report on Form 8-K filed with
the Securities and Exchange Commission on September 8, 2006. On August 30, 2010,
Mr. de  Clara's  employment  agreement,  as amended on  September  8, 2006,  was
extended to August 30, 2013.

     In  the  event  that  there  is a  material  reduction  in Mr.  de  Clara's
authority,  duties  or  activities,  or in the  event  there is a change  in the
control  of  CEL-SCI,  the  agreement  allows  Mr. de Clara to  resign  from his
position at CEL-SCI  and receive a lump-sum  payment  from  CEL-SCI  equal to 18
months  salary  ($544,500)  and the unvested  portion of any stock options would
vest immediately ($308,779).  For purposes of the employment agreement, a change
in the  control  of CEL-SCI  means the sale of more than 50% of the  outstanding
shares of  CEL-SCI's  common  stock,  or a change  in a  majority  of  CEL-SCI's
directors.

     The  employment  agreement  will  also  terminate  upon the death of Mr. de
Clara,  Mr. de Clara's physical or mental  disability,  the conviction of Mr. de
Clara for any crime involving fraud, moral turpitude,  or CEL-SCI's property, or
a  breach  of the  employment  agreement  by Mr.  de  Clara.  If the  employment
agreement is terminated  for any of these  reasons,  Mr. de Clara,  or his legal
representatives,  as the case may be,  will be paid the salary  provided  by the
employment agreement through the date of termination.

Geert Kersten

     Effective  September 1, 2003, CEL-SCI entered into a three-year  employment
agreement  with Mr.  Kersten.  On September 1, 2006,  Mr.  Kersten's  employment
agreement  was  extended to  September  1, 2011.  On  September  1, 2011 CEL-SCI
extended its employment  agreement  with Mr. Kersten to August 31, 2016.  During
the term of the new employment  agreement CEL-SCI will pay Mr. Kersten an annual
salary of $464,004.  Mr. Kersten will receive at least the same salary increases
each year as do other senior  executives of CEL-SCI.  Increases beyond those, if
any, shall be made at the sole discretion of CEL-SCI's directors.

     During the  employment  term,  Mr.  Kersten will be entitled to receive any
other benefits which are provided to CEL-SCI's  executive officers or other full
time employees in accordance  with CEL-SCI's  policies and practices and subject
to Mr. Kersten's satisfaction of any applicable condition of eligibility.

     If Mr. Kersten  resigns within ninety (90) days of the occurrence of any of
the  following  events:  (i) a  relocation  (or  demand for  relocation)  of Mr.
Kersten's  place of employment to a location  more than  thirty-five  (35) miles
from his current place of employment,  (ii) a significant and material reduction

                                16



in Mr. Kersten's  authority,  job duties or level of responsibility or (iii) the
imposition of significant and material limitations on the Mr. Kersten's autonomy
in his position, the employment agreement will be terminated.

     In the event that there is a material reduction in Mr. Kersten's authority,
duties or  activities,  or in the  event  there is a change  in the  control  of
CEL-SCI, the agreement allows Mr. Kersten to resign from his position at CEL-SCI
and receive a lump-sum payment from CEL-SCI equal to 24 months salary ($928,008)
and  the  unvested   portion  of  any  stock  options  would  vest   immediately
($1,006,809).  For purposes of the employment  agreement a change in the control
of CEL-SCI  means:  (1) the merger of CEL-SCI with another  entity if after such
merger the  shareholders  of  CEL-SCI do not own at least 50% of voting  capital
stock of the surviving  corporation;  (2) the sale of  substantially  all of the
assets  of  CEL-SCI;  (3) the  acquisition  by any  person  of more  than 50% of
CEL-SCI's  common  stock;  or (4) a change in a majority of CEL-SCI's  directors
which has not been approved by the incumbent directors.

     The employment agreement will also terminate upon the death of Mr. Kersten,
Mr. Kersten's physical or mental disability, willful misconduct, an act of fraud
against CEL-SCI, or a breach of the employment agreement by Mr. Kersten.

     If the employment  agreement is terminated  for any of the  foregoing,  Mr.
Kersten,  or his  legal  representatives,  as the case may be,  will be paid the
salary provided by the employment agreement through the date of termination, any
options or bonus  shares of CEL-SCI  then held by Mr.  Kersten will become fully
vested and the expiration date of any options which would expire during the four
year period following his termination of employment will be extended to the date
which is four years after his termination of employment.

Patricia B. Prichep / Eyal Talor, Ph.D.

     On August 30, 2010, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement  with Ms.  Prichep  provides  that  during the term of the
agreement  CEL-SCI will pay Ms.  Prichep an annual  salary of $194,298  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     On August 30, 2010,  CEL-SCI  also  entered  into a  three-year  employment
agreement  with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The
employment  agreement  with  Dr.  Talor  provides  that  during  the term of the
agreement  CEL-SCI  will pay Dr.  Talor an annual  salary of  $239,868  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     If Ms.  Prichep  or Dr.  Talor  resigns  within  ninety  (90)  days  of the
occurrence  of any of the  following  events:  (i) a  relocation  (or demand for
relocation)  of  employee's   place  of  employment  to  a  location  more  than
thirty-five (35) miles from the employee's  current place of employment,  (ii) a
significant and material  reduction in the employee's  authority,  job duties or
level of  responsibility  or (iii) the  imposition of  significant  and material
limitations   on  the   employee's   autonomy  in  her  or  his  position,   the


                                       17


employmentagreement  will be terminated and the employee will be paid the salary
provided by the employment  agreement  through the date of  termination  and the
unvested   portion  of  any  stock  options  held  by  the  employee  will  vest
immediately.

     In the event there is a change in the control of  CEL-SCI,  the  employment
agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor (as
the case may be) to resign  from her or his  position  at CEL-SCI  and receive a
lump-sum  payment from CEL-SCI equal to 18 months salary  ($306,020 and $377,792
respectively).  In addition,  the unvested  portion of any stock options held by
the employee will vest  immediately  ($690,544 and $690,544  respectively).  For
purposes of the employment agreements, a change in the control of CEL-SCI means:
(1) the  merger  of  CEL-SCI  with  another  entity  if after  such  merger  the
shareholders  of CEL-SCI do not own at least 50% of voting  capital stock of the
surviving  corporation;  (2) the  sale of  substantially  all of the  assets  of
CEL-SCI;  (3) the acquisition by any person of more than 50% of CEL-SCI's common
stock;  or (4) a change in a majority of CEL-SCI's  directors which has not been
approved by the incumbent directors.

     The  employment  agreements  with  Ms.  Prichep  and Dr.  Talor  will  also
terminate  upon the death of the  employee,  the  employee's  physical or mental
disability,  willful misconduct, an act of fraud against CEL-SCI, or a breach of
the  employment  agreement  by the  employee.  If the  employment  agreement  is
terminated  for  any of  these  reasons  the  employee,  or  her  or  his  legal
representatives,  as the case may be,  will be paid the salary  provided  by the
employment agreement through the date of termination.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

     CEL-SCI has a compensation committee comprised of Alexander Esterhazy,  Dr.
C. Richard Kinsolving and Dr. Peter Young, all of who are outside directors.

     During the year ended  September  30, 2011, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

Loan from Officer and Director
------------------------------

     Between  December  2008 and  June  2009,  Maximilian  de  Clara,  CEL-SCI's
President  and a director,  loaned  CEL-SCI  $1,104,057.  The loan was initially
payable at the end of March 2009,  but was extended to the end of June 2009.  At
the time the loan was due, and in accordance  with the loan  agreement,  CEL-SCI
issued Mr. de Clara a warrant which entitles Mr. de Clara to purchase  1,648,244
shares of CEL-SCI's  common stock at a price of $0.40 per share.  The warrant is
exercisable at any time prior to December 24, 2014.  Although the loan was to be
repaid from the  proceeds of CEL-SCI's  recent  financing,  CEL-SCI's  Directors
deemed it beneficial not to repay the loan and negotiated a second  extension of
the loan with Mr. de Clara on terms similar to the June 2009 financing. Pursuant
to the terms of the second  extension the note is now due on July 6, 2014,  but,


                                       18


at Mr. de Clara's  option,  the loan can be  converted  into shares of CEL-SCI's
common stock. The number of shares which will be issued upon any conversion will
be  determined  by  dividing  the amount to be  converted  by $0.40.  As further
consideration  for the second  extension,  Mr. de Clara received  warrants which
allow Mr. de Clara to purchase  1,849,295  shares of CEL-SCI's common stock at a
price of $0.50 per share at any time prior to January 6, 2015.  On May 13, 2011,
to recognize  Mr. de Clara's  willingness  to agree to  subordinate  his note to
theconvertible  preferred  shares and convertible debt as part of the settlement
agreement,  the Company  extended the maturity date of the note to July 6, 2015.
The loan from Mr. de Clara  bears  interest  at 15% per year and is secured by a
lien on substantially all of CEL-SCI's  assets.  CEL-SCI does not have the right
to prepay the loan without Mr. de Clara's consent.

Stock Option, Bonus and Compensation Plans
------------------------------------------

     CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option, Stock
Bonus and Stock  Compensation  Plans.  All Stock Option,  Bonus and Compensation
Plans have been approved by the  stockholders.  A summary  description  of these
Plans  follows.  In some cases these Plans are  collectively  referred to as the
"Plans".

     Incentive Stock Option Plan. The Incentive Stock Option Plans authorize the
issuance of shares of CEL-SCI's  common  stock to persons who  exercise  options
granted  pursuant to the Plan.  Only CEL-SCI's  employees may be granted options
pursuant to the Incentive Stock Option Plan.

     Options may not be exercised  until one year  following  the date of grant.
Options  granted to an employee then owning more than 10% of the Common Stock of
CEL-SCI  may not be  exercisable  by its terms after five years from the date of
grant.  Any other option granted  pursuant to the Plan may not be exercisable by
its terms after ten years from the date of grant.

     The purchase price per share of Common Stock purchasable under an option is
determined by the Committee but cannot be less than the fair market value of the
Common  Stock on the date of the grant of the option (or 110% of the fair market
value in the case of a person  owning  more  than 10% of  CEL-SCI's  outstanding
shares).

     Non-Qualified  Stock Option  Plans.  The  Non-Qualified  Stock Option Plans
authorize  the  issuance of shares of  CEL-SCI's  common  stock to persons  that
exercise options granted pursuant to the Plans. CEL-SCI's employees,  directors,
officers,  consultants and advisors are eligible to be granted options  pursuant
to the Plans,  provided however that bona fide services must be rendered by such
consultants  or advisors and such services  must not be in  connection  with the
offer  or  sale of  securities  in a  capital-raising  transaction.  The  option
exercise price is determined by CEL-SCI's Board of Directors.

     Stock Bonus Plan.  Under the Stock Bonus Plans shares of  CEL-SCI's  common
stock may be issued to CEL-SCI's employees, directors, officers, consultants and
advisors,  provided  however  that  bona  fide  services  must  be  rendered  by
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

     Stock  Compensation  Plan.  Under the Stock  Compensation  Plan,  shares of
CEL-SCI's  common  stock  may  be  issued  to  CEL-SCI's  employees,  directors,
officers,  consultants  and  advisors  in  payment of  salaries,  fees and other
compensation owed to these persons. However, bona fide services must be rendered

                                       19


by consultants or advisors and such services must not be in connection  with the
offer or sale of securities in a capital-raising transaction.

     Other  Information  Regarding  the  Plans.  The Plans are  administered  by
CEL-SCI's  Compensation  Committee ("the Committee"),  each member of which is a
director of CEL-SCI.  The members of the  Committee  were  selected by CEL-SCI's
Board of Directors  and serve for a one-year  tenure and until their  successors
are elected.  A member of the  Committee may be removed at any time by action of
the Board of Directors.  Any vacancies  which may occur on the Committee will be
filled by the Board of Directors.  The Committee is vested with the authority to
interpret the  provisions of the Plans and supervise the  administration  of the
Plans.  In addition,  the Committee is empowered to select those persons to whom
shares or options are to be granted,  to determine the number of shares  subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions,  shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

     In the  discretion of the  Committee,  any option  granted  pursuant to the
Plans may include installment  exercise terms such that the option becomes fully
exercisable  in  a  series  of  cumulating  portions.  The  Committee  may  also
accelerate  the date upon which any option (or any part of any options) is first
exercisable.  Any  shares  issued  pursuant  to the  Stock  Bonus  Plan or Stock
Compensation Plan and any options granted pursuant to the Incentive Stock Option
Plan or the  Non-Qualified  Stock Option Plan will be forfeited if the "vesting"
schedule established by the Committee  administering the Plan at the time of the
grant is not met. For this  purpose,  vesting  means the period during which the
employee must remain an employee of CEL-SCI or the period of time a non-employee
must provide  services to CEL-SCI.  At the time an employee  ceases  working for
CEL-SCI (or at the time a non-employee  ceases to perform services for CEL-SCI),
any shares or options not fully vested will be forfeited and  cancelled.  At the
discretion  of the Committee  payment for the shares of Common Stock  underlying
options may be paid  through the  delivery of shares of  CEL-SCI's  Common Stock
having an aggregate  fair market value equal to the option price,  provided such
shares have been owned by the option  holder for at least one year prior to such
exercise. A combination of cash and shares of Common Stock may also be permitted
at the discretion of the Committee.

     Options  are  generally  non-transferable  except  upon death of the option
holder.  Shares  issued  pursuant to the Stock Bonus Plan will  generally not be
transferable  until the  person  receiving  the  shares  satisfies  the  vesting
requirements imposed by the Committee when the shares were issued.

     The Board of Directors  of CEL-SCI may at any time,  and from time to time,
amend,  terminate,  or suspend  one or more of the Plans in any manner they deem
appropriate,  provided that such  amendment,  termination or suspension will not
adversely  affect  rights or  obligations  with  respect  to  shares or  options
previously granted.

Stock Options
-------------

     The following tables show information concerning the options granted during
the fiscal year ended  September 30, 2011,  to the persons named below.


                                       20

                                 Options Granted
                                 ---------------

                                                    Exercise
                              Grant      Options    Price Per    Expiration
   Name                       Date       Granted     Share          Date
   ----                       ----       -------    ---------    ----------

   Maximilian de Clara       4/15/11     250,000     $ 0.69       4/14/21

   Geert Kersten             4/15/11     300,000     $ 0.69       4/14/21

   Patricia B. Prichep       4/15/11     150,000     $ 0.69       4/14/21

   Eyal Talor, Ph.D.         4/15/11     150,000     $ 0.69       4/14/21

   Daniel Zimmerman, Ph.D.   4/15/11     150,000     $ 0.69       4/14/21

   John Cipriano             4/15/11     150,000     $ 0.69       4/14/21

                                Options Exercised
                                -----------------

                                          Shares
                        Date of          Acquired On              Value
        Name           Exercise           Exercise               Realized
        ----           --------           --------               --------

  None

     The following lists the outstanding options held by the persons named below
as of September 30, 2011:

                                               Shares Underlying Unexercised
                             Options Which are:
                        -----------------------------
                                                        Exercise    Expiration
 Name                   Exercisable   Unexercisable      Price          Date
 ----                   -----------   -------------     -------    -------------
 Maximilian de Clara    23,333                           2.87       07/31/13
                        95,000 (1)                       1.94       08/31/13
                        70,000                           1.05       09/25/12
                        56,666                           1.05       05/01/13
                        50,000                           1.05       05/01/13
                        50,000                           1.05       04/12/12
                        60,000                           1.05       04/19/13
                        60,000                           1.38       03/22/14
                        75,000                           0.54       03/14/12
                        50,000                           0.61       09/02/14
                        50,000                           0.48       09/21/15
                       100,000                           0.58       09/12/16
                       200,000                           0.63       09/13/17
                       200,000                           0.62       03/04/18
                     1,436,250 (2)                       0.25       04/23/19


                                       21

                       166,667                           0.38       07/20/19
                        83,334                           0.48       07/20/20
                        ------
                     2,826,250
                                        500,000 (3)      0.38       07/06/19
                                         83,333          0.38       07/20/19
                                        166,666          0.48       07/20/20
                                        250,000          0.69       04/14/21
                                        -------
                                        999,999

---------------------------------------------------------------------------

 Geert R. Kersten       50,000                           1.05       11/01/13
                        14,000                           1.05       10/31/13
                        50,000                           1.05       07/31/13
                       224,000 (1)                       1.05       06/10/13
                        50,000                           1.05       09/25/12
                       150,000                           1.05       05/01/13
                        50,000                           1.05       05/01/13
                        50,000                           1.05       04/12/12
                        95,000 (1)                       1.94       08/31/13
                        60,000                           1.05       04/19/13
                        60,000                           1.38       03/22/14
                       560,000 (1)                       1.05       10/16/13
                       105,000                           0.54       03/14/12
                     1,890,000                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        50,000                           0.48       09/21/15
                       200,000                           0.58       09/12/16
                       200,000                           0.63       09/13/17
                       200,000                           0.62       03/04/18
                     1,838,609 (2)                       0.25       04/23/19
                       200,000                           0.38       07/20/19
                       100,000                           0.48       07/20/20
                       -------
                     6,246,609

                                      4,000,000 (3)      0.38       07/06/19
                                        100,000          0.38       07/20/19
                                        200,000          0.48       07/20/20
                                        300,000          0.69       04/14/21
                                        -------
                                      4,600,000

---------------------------------------------------------------------------

 Patricia B. Prichep     6,000                           1.05       12/01/13
                        10,000                           1.05       11/30/13
                         9,500                           1.05       07/31/13
                         3,000                           1.05       12/31/12
                        35,000                           1.05       03/01/13
                        17,000                           1.05       12/01/13
                        15,000                           1.05       04/12/12
                        47,500 (1)                       1.94       08/31/13
                        23,000                           1.05       02/02/13
                        25,000                           1.18       12/08/13

                                       22



                        30,000                           1.00       12/03/14
                       200,000 (1)                       1.05       10/16/13
                        10,500                           0.54       03/14/12
                        50,000                           0.33       04/26/12
                       243,000                           0.22       04/01/13
                       337,000                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        90,000                           0.58       09/12/16
                       100,000                           0.63       09/13/17
                       100,000                           0.62       03/04/18
                       717,096 (2)                       0.25       04/23/19
                       100,000                           0.38       07/20/19
                        50,000                           0.48       07/20/20
                        ------
                     2,298,596
                                      3,000,000 (3)      0.38       07/06/19
                                         50,000          0.38       07/20/19
                                        100,000          0.48       07/20/20
                                        150,000          0.69       04/14/21
                                        -------
                                      3,300,000

---------------------------------------------------------------------------

 Eyal Talor, Ph.D.      15,500                           1.05       07/31/13
                        16,666                           1.05       03/16/13
                        15,000                           1.05       08/03/13
                        10,000 (1)                       1.94       08/31/13
                        20,000                           1.05       08/02/12
                        25,000                           1.76       11/10/13
                        35,000                           1.00       12/03/14
                       160,000 (1)                       1.05       10/16/13
                        50,000                           0.33       04/26/12
                       374,166                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        80,000                           0.58       09/12/16
                       100,000                           0.63       09/13/17
                       100,000                           0.62       03/04/18
                       240,820 (2)                       0.25       04/23/19
                       100,000                           0.38       07/20/19
                        50,000                           0.48       07/20/20
                        ------
                     1,472,152
                                      3,000,000 (3)      0.38       07/06/19
                                         50,000          0.38       07/20/19
                                        100,000          0.48       07/20/20
                                        150,000          0.69       04/14/21
                                        -------
                                      3,300,000
---------------------------------------------------------------------------


 Daniel Zimmerman, Ph.D.12,000                           1.05       12/31/13

                                       23


                         7,000                           1.05       06/19/13
                        15,000                           1.05       02/19/13
                        30,000 (1)                       1.94       08/31/13
                        20,000                           1.05       02/02/13
                        20,000                           1.85       01/26/14
                       120,000 (1)                       1.05     10/16/13
                        41,000                           0.54       03/14/12
                        50,000                           0.33       04/16/12
                       392,000                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        60,000                           0.58       09/12/16
                        75,000                           0.63       09/13/17
                        75,000                           0.62       03/04/18
                       200,000 (4)                       0.38       07/15/14
                        50,000                           0.48       07/20/20
                        ------
                     1,247,000
                                        100,000          0.48       07/20/20
                                        150,000          0.69       04/14/21
                                        -------
                                        250,000

---------------------------------------------------------------------------

 John Cipriano
                        20,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        60,000                           0.58       09/12/16
                        75,000                           0.63       09/13/17
                        75,000                           0.62       03/04/18
                        66,667                           1.93       09/30/19
                        50,000                           0.48       07/20/20
                        ------
                       376,667
                                        33,333           1.93       09/30/19
                                       100,000           0.48       07/20/20
                                       150,000           0.69       04/14/21
                                       -------
                                       283,333

(1)  Options  awarded to employees  who did not collect a salary,  or reduced or
     deferred  their salary  between  September 15, 2008 and June 30, 2009.  For
     example,  Mr. de Clara,  Mr.  Kersten  and Ms.  Prichep did not collect any
     salary between September 30, 2008 and June 30, 2009.

(2)  Long-term  performance  options:  The Board of Directors has identified the
     successful  Phase III clinical trial for Multikine to be the most important
     corporate event to create  shareholder value.  Therefore,  one third of the
     options  can be  exercised  when the first 400  patients  are  enrolled  in
     CEL-SCI's Phase III head and neck cancer  clinical trial.  One third of the
     options can be exercised when all of the patients have been enrolled in the
     Phase III clinical  trial.  One third of the options can be exercised  when
     the  Phase III  trial is  completed.  The  grant-date  fair  value of these

                                       24


     options  awarded to the senior  management  of the Company  amounts to $3.3
     million in total.

(3)  Options  awarded to employee  during the period that he was a consultant to
     CEL-SCI.

     Summary.  The  following  shows  certain  information  as of March 20, 2012
concerning the stock options and stock bonuses  granted by CEL-SCI.  Each option
represents the right to purchase one share of CEL-SCI's common stock.

                                Total      Shares
                               Shares   Reserved for    Shares      Remaining
                              Reserved  Outstanding   Issued as   Options/Shares
Name of Plan             Under Plans(1)   Options    Stock Bonus   Under Plans
------------             -------------- ------------  ----------- --------------
Incentive Stock Option
 Plans                      19,100,000   10,293,275          N/A     7,320,225
Non-Qualified Stock
 Option Plans               35,760,000   23,585,513          N/A     6,122,538
Stock Bonus Plans           13,940,000          N/A    7,905,228     6,032,484
Stock Compensation Plan     11,500,000          N/A    6,386,531     5,113,469

     (1) At the annual meeting,  CEL-SCI's shareholders will be asked to approve
the adoption of CEL-SCI's  2012  Incentive  Stock  Option,  Non-Qualified  Stock
Option and Stock Bonus Plans and to increase the number of shares issuable under
CEL-SCI's Stock Compensation Plan. The amounts in this column do not include any
shares  issuable  pursuant to the 2012 plans or the  proposed  amendment  to the
Stock Compensation Plan. As of the date of this proxy statement, CEL-SCI did not
have any definitive agreements,  arrangements, plans, intentions or commitments,
written or oral,  to issue any shares of its common  stock  pursuant to the 2012
plans or the proposed amendment to the Stock Compensation Plan.

     Of the shares  issued  pursuant to  CEL-SCI's  Stock Bonus Plans  1,881,559
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

     The  following  table  shows the  weighted  average  exercise  price of the
outstanding  options granted pursuant to CEL-SCI's  Incentive and  Non-Qualified
Stock Option Plans as of September 30, 2011,  CEL-SCI's  most recent fiscal year
end. CEL-SCI's Incentive and Non-Qualified Stock Option Plans have been approved
by CEL-SCI's shareholders.


                                                                 
                                                                Number of Securities
                                 Number                          Remaining Available
                              of Securities                     For Future Issuance
                               to be Issued  Weighted-Average      Under Equity
                             Upon Exercise  Exercise Price of   Compensation Plans,
                             of Outstanding  of Outstanding   Excluding Securities
Plan category                  Options (a)      Options       Reflected in Column (a)
----------------------------------------------------------------------------------

Incentive Stock Option Plans   11,168,041        $ 0.42           7,320,225
Non-Qualified Stock Option
 Plans                         23,461,240        $ 0.51           8,690,510


                                       25


Compensation Committee

     During the year  ending  September  30,  2011  CEL-SCI  had a  Compensation
Committee which was comprised of Alexander Esterhazy,  C. Richard Kinsolving and
Peter Young. During the year ended September 30, 2011 the Compensation Committee
did not formerly meet as a separate  committee,  but rather held its meetings in
conjunction with CEL-SCI's Board of Director's meetings.

     During the year ended  September  30, 2011, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

     The following is the report of the Compensation Committee:

     The key  components of CEL-SCI's  executive  compensation  program  include
annual base salaries and long-term  incentive  compensation  consisting of stock
options. It is CEL-SCI's policy to target compensation (i.e., base salary, stock
option  grants and other  benefits) at  approximately  the median of  comparable
companies  in  the  biotechnology  field.  Accordingly,   data  on  compensation
practices  followed  by  other  companies  in  the  biotechnology   industry  is
considered.

     CEL-SCI's  long-term  incentive  program  consists  exclusively of periodic
grants of stock options with an exercise price equal to the fair market value of
CEL-SCI's common stock on the date of grant. To encourage retention, the ability
to  exercise   options   granted   under  the  program  is  subject  to  vesting
restrictions. Decisions made regarding the timing and size of option grants take
into  account the  performance  of both CEL-SCI and the  employee,  "competitive
market"  practices,  and the size of the option grants made in prior years.  The
weighting of these factors varies and is subjective. Current option holdings are
not considered when granting options.

     In April 2005 CEL-SCI entered into a three-year  employment  agreement with
Maximilian de Clara,  CEL-SCI's President.  The April 2005 employment agreement,
which is essentially the same as Mr. de Clara's two prior employment agreements,
provides that during the employment  term CEL-SCI will pay Mr. de Clara a salary
of $363,000.

     On September 8, 2006 Mr. de Clara's  employment  agreement  was extended to
April 30,  2010.  Mr. de Clara's  employment  agreement  continued on a month to
month basis from April 30, 2010 until August 30, 2010 when it was extended until
August 30, 2013.  In extending  Mr. de Clara's  employment  contract,  CEL-SCI's
Compensation  Committee  considered  various  factors,  including Mr. de Clara's
performance  in his area of  responsibility,  Mr. de Clara's  experience  in his
position,  and Mr. de Clara's  length of service  with the  Company.  During the
fiscal year ending September 30, 2011, the compensation paid to Mr. de Clara was
based on his employment contract.

     In August 2003, CEL-SCI entered into a three-year employment agreement with
Geert R. Kersten. The employment agreement, which is essentially the same as Mr.
Kersten's  prior  employment  agreement,  provides  that  during the term of the
agreement  CEL-SCI will pay Mr. Kersten an annual salary of $370,585.  Effective

                                       26


September 1, 2006 Mr. Kersten's  employment  agreement was extended to September
1, 2011. On September 1, 2011 Mr. Kersten's employment agreement was extended to
August 31,  2016.  In  renewing  Mr.  Kersten's  employment  contract  CEL-SCI's
Compensation  Committee  considered  various  factors,  including Mr.  Kersten's
performance  in his area of  responsibility,  Mr.  Kersten's  experience  in his
position,  and Mr. Kersten's  length of service with CEL-SCI.  During the fiscal
year ending September 30, 2011, the  compensation  paid to Mr. Kersten was based
on his employment contract.

     On August 30, 2010, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement  with Ms.  Prichep  provides  that  during the term of the
agreement  CEL-SCI will pay Ms.  Prichep an annual  salary of $194,298  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     On August 30, 2010,  CEL-SCI  also  entered  into a  three-year  employment
agreement  with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The
employment  agreement  with  Dr.  Talor  provides  that  during  the term of the
agreement  CEL-SCI  will pay Dr.  Talor an annual  salary of  $239,868  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     During  the year  ending  September  30,  2011,  the  compensation  paid to
CEL-SCI's other executive officers was based on a variety of factors,  including
the  performance in the  executive's  area of  responsibility,  the  executive's
individual  performance,  the  executive's  experience  in his or her role,  the
executive's  length of service with CEL-SCI,  the  achievement of specific goals
established  for CEL-SCI and its  business,  and, in certain  instances,  to the
achievement of individual goals.

     Financial or stockholder  value  performance  comparisons  were not used to
determine the compensation of CEL-SCI' other executive  officers since CEL-SCI's
financial  performance  and  stockholder  value are  influenced to a substantial
degree by external factors and as a result comparing the compensation payable to
the other executive  officers to CEL-SCI's  financial or stock price performance
can be misleading.

     During the year ended  September 30, 2011 CEL-SCI  granted  options for the
purchase of 1,150,000  shares of CEL-SCI's  common stock to CEL-SCI's  executive
officers. In granting the options to CEL-SCI's executive officers,  the Board of
Directors  considered  the same factors  which were used to  determine  the cash
compensation paid to such officers.

     Except as  otherwise  disclosed  in this proxy  statement,  during the year
ended  September 30, 2011,  CEL-SCI did not issue any shares of its common stock
to CEL-SCI's officers or directors in return for services provided to CEL-SCI.

                                       27


     The foregoing  report has been approved by the members of the  Compensation
Committee:

                               Alexander Esterhazy
                              C. Richard Kinsolving
                                   Peter Young

Audit Committee

     During the year ended  September  30, 2011  CEL-SCI had an Audit  Committee
comprised of Alexander  Esterhazy,  C. Richard  Kinsolving and Peter Young.  All
members of the Audit  Committee are  independent as  independence  is defined by
Section 803 of the NYSE Amex's Listing Standards.  Dr. Peter Young serves as the

audit  committee's  financial  expert.  The purpose of the Audit Committee is to
review and approve the  selection of  CEL-SCI's  independent  registered  public
accounting  firm  and  review  CEL-SCI's  financial  statements  with  CEL-SCI's
independent registered public accounting firm.

     During the fiscal year ended  September 30, 2011,  the Audit  Committee met
four times. All members of the Audit Committee attended these meetings.

     The following is the report of the Audit Committee:

     (1)  The Audit Committee reviewed and discussed CEL-SCI's audited financial
          statements  for the year  ended  September  30,  2011  with  CEL-SCI's
          management.

     (2)  The Audit Committee  discussed with CEL-SCI's  independent  registered
          public  accounting  firm  the  matters  required  to be  discussed  by
          Statement  on  Accounting  Standards  (SAS)  No.  114  "The  Auditor's
          Communication With Those Charged With Governance".

     (3)  The Audit  Committee  has  received  the written  disclosures  and the
          letter from CEL-SCI's  independent  registered  public accounting firm
          required  by  PCAOB  (Public  Company   Accounting   Oversight  Board)
          standards,  and had discussed  with CEL-SCI's  independent  registered
          public  accounting firm the independent  registered  public accounting
          firm's independence; and

     (4)  Based on the  review  and  discussions  referred  to above,  the Audit
          Committee  recommended  to the  Board of  Directors  that the  audited
          financial  statements  be included in CEL-SCI's  Annual Report on Form
          10-K  for the year  ended  September  30,  2011  for  filing  with the
          Securities and Exchange Commission.

     (5)  During the year ended  September  30, 2011  CEL-SCI  paid BDO USA LLP,
          CEL-SCI's  independent  registered  public  accounting  firm, fees for
          professional  services  rendered  for the  audit of  CEL-SCI's  annual
          financial  statements  and the  reviews  of the  financial  statements
          included  in  CEL-SCI's  10-Q  reports  for the  fiscal  year  and all
          regulatory  filings.  The Audit Committee is of the opinion that these
          fees are consistent with maintaining its independence from CEL-SCI.

                                       28


     The  foregoing  report  has  been  approved  by the  members  of the  Audit
Committee:

                             Alexander G. Esterhazy
                              C. Richard Kinsolving
                                   Peter Young

     CEL-SCI's  Board of Directors  has adopted a written  charter for the Audit
Committee,  a copy of which was attached  CEL-SCI's proxy statement  relating to
its April 15, 2011 annual meeting of shareholders.

PROPOSAL TO ADOPT 2012 INCENTIVE STOCK OPTION PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2012
Incentive Stock Option Plan. The purpose of the 2012 Incentive Stock Option Plan
is to furnish  additional  compensation and incentives to CEL-SCI's officers and
employees.

     The 2012  Incentive  Stock  Option Plan,  if adopted,  will  authorize  the
issuance of up to  2,000,000  shares of  CEL-SCI's  common stock to persons that
exercise  options  granted  pursuant  to the plan.  As of the date of this Proxy
Statement, CEL-SCI had not granted any options pursuant to this plan.

     Any  options  under the 2012  Incentive  Stock  Option Plan must be granted
before January 31, 2022. If adopted,  the 2012 Incentive  Stock Option Plan will
function and be  administered  in the same manner as CEL-SCI's  other  Incentive
Stock Option Plans.  The Board of Directors  recommends that the shareholders of
CEL-SCI approve the adoption of the 2012 Incentive Stock Option Plan.

PROPOSAL TO ADOPT 2012 NON-QUALIFIED STOCK OPTION PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2012
Non-Qualified Stock Option Plan.  CEL-SCI's  employees,  directors and officers,
and  consultants  or  advisors to CEL-SCI  are  eligible  to be granted  options
pursuant to the 2012  Non-Qualified Plan as may be determined by CEL-SCI's Board
of Directors,  provided however that bona fide services must be rendered by such
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

     The 2012 Non-Qualified Plan, if adopted,  will authorize the issuance of up
to 2,000,000  shares of CEL-SCI's  common stock to persons that exercise options
granted  pursuant to the Plan. As of the date of this Proxy  Statement,  CEL-SCI
had not granted any options under the 2012 Non-Qualified Plan.

     The 2012  Non-Qualified  Plan will function and be administered in the same
manner as CEL-SCI's other Non-Qualified Plans. The Board of Directors recommends
that the shareholders of CEL-SCI approve the adoption of the 2012  Non-Qualified
Plan.

                                       29


PROPOSAL TO ADOPT 2012 STOCK BONUS PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2012
Stock  Bonus  Plan.  The  purpose  of the 2012  Stock  Bonus  Plan is to furnish
additional  compensation  and  incentives  to  CEL-SCI's  employees,  directors,
officers,  consultants  and  advisors  and to allow  CEL-SCI to continue to make
contributions  to its 401(k)  plan with  shares of its common  stock  instead of
cash.

     Since 1993 CEL-SCI has maintained a defined  contribution  retirement  plan
(also known as a 401(k) Plan) covering  substantially  all CEL-SCI's  employees.
Since  1998  CEL-SCI's  contribution  to the  plan has been  made in  shares  of
CEL-SCI's  common  stock as opposed to cash.  CEL-SCI's  contribution  of common
stock is made  quarterly and is valued based upon the price of CEL-SCI's  common
stock on the American Stock  Exchange.  The Board of Directors is of the opinion
that  contributions  to the 401(k) plan with shares of  CEL-SCI's  common  stock
serves  to  further  align the  shareholder's  interest  with that of  CEL-SCI's
employees.

     The 2012 Stock Bonus Plan, if adopted, will authorize the issuance of up to
2,000,000  shares of CEL-SCI's  common stock to persons  granted  stock  bonuses
pursuant to the plan.  As of the date of this Proxy  Statement,  CEL-SCI had not
granted any stock bonuses pursuant to the 2012 Stock Bonus Plan.

     The 2012 Stock Bonus Plan will  function  and be  administered  in the same
manner  as  CEL-SCI's  existing  Stock  Bonus  Plans.  The  Board  of  Directors
recommends  that the  shareholders  of CEL-SCI  approve the adoption of the 2012
Stock Bonus Plans.

PROPOSAL TO AMEND CEL-SCI'S STOCK COMPENSATION PLAN

     During the two years ended  September  30, 2011  CEL-SCI did not issued any
shares of its common stock to its  officers,  directors and employees in payment
of salaries,  fees and other  compensation  owed to these  persons.  To conserve
cash,  CEL-SCI  expects that it may have to offer its  officers,  directors  and
employees the opportunity to receive shares of CEL-SCI's common stock in payment
of amounts owed by CEL-SCI for services rendered.

     CEL-SCI's   common  stock  trades  on  the  NYSE  Amex.  NYSE   Amex-listed
corporations  must obtain  shareholder  approval for  arrangements  which permit
officers, directors,  employees or consultants to receive a listed corporation's
shares in payment of compensation.

     To comply with the NYSE Amex  requirements in this regard CEL-SCI adopted a
Stock Compensation Plan, which was approved by CEL-SCI's shareholders at the May
6, 2004 annual meeting, and which provided that shares of CEL-SCI'S common stock
would be  available  for  issuance  under  the Plan.  Shareholders  subsequently
approved  amendments  to  the  Stock  Compensation  Plan  which  provided  up to
11,500,000 shares would be available for issuance under the plan.

                                       30


     So that CEL-SCI may continue to offer shares of its common stock in payment
of  compensation  owed,  CEL-SCI's  Board of Directors,  subject to  shareholder
approval,  has approved an amendment to the Stock  Compensation  Plan so that an
additional  2,000,000  shares of restricted  common stock would be available for
issuance under the Plan. The Board of Directors recommends that the shareholders
of CEL-SCI approve the amendment to the Stock Compensation Plan.

PROPOSAL TO AMEND CEL-SCI'S ARTICLES OF INCORPORATION SUCH THAT CEL-SCI WOULD BE
AUTHORIZED TO ISSUE 600,000,000 SHARES OF COMMON STOCK

     CEL-SCI  is  presently  authorized  to issue  450,000,000  shares of common
stock.  As of March 20,  2012,  CEL-SCI had  255,819,774  outstanding  shares of
common stock.  Approximately  101,300,000 additional shares could be issued upon
the  conversion  of  outstanding  promissory  notes,  the payment of interest or
principal on the promissory  notes,  or the exercise of outstanding  options and
warrants.

     Due to the  lack of any  significant  revenues,  CEL-SCI  has  relied  upon
proceeds  from the  private  sales of its common  stock,  as well as  securities
convertible into common stock, to meet its funding requirements.

     CEL-SCI  needs  to  increase  its  authorized  shares  of  common  stock to
accommodate  the  additional  shares  which  may be  issued  if all  outstanding
options,  warrants and convertible securities were exercised or converted and to
allow CEL-SCI to raise  additional  capital  through the sale of common stock or
securities convertible into common stock.

     Although  CEL-SCI will be required to fund its operations  through the sale
of its securities until  significant  revenues are generated from the commercial
sale of its products,  as of the date of this proxy  statement,  CEL-SCI did not
have any definitive agreements,  arrangements, plans, intentions or commitments,
written or oral,  with any person to sell or issue any additional  shares of its
common stock, whether for cash or otherwise,  except for CEL-SCI's obligation to
issue common stock upon the exercise of outstanding  options and warrants or the
conversion of notes.

     If this proposal is not adopted,  it may not be possible to raise the funds
needed to complete its Phase III trial for Multikine.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of Directors has selected BDO USA, LLP, an independent registered
public accounting firm, to audit the books and records of CEL-SCI for the fiscal
year  ending  September  30,  2012.  BDO USA  served  as  CEL-SCI's  independent
registered  public accounting firm for the fiscal year ended September 30, 2011.
A  representative  of BDO USA is  expected  to be present  at the  shareholders'
meeting.

                                       31


     BDO USA, LLP served as CEL-SCI's auditors for the years ended September 30,
2011 and 2010.  The following  table shows the aggregate  fees billed to CEL-SCI
during these years by BDO USA, LLP:

                                                Year Ended September 30,
                                                ------------------------
                                                2011                2010
                                                ----                ----

Audit Fees                                  $237,835             $232,725
Audit-Related Fees                                --                   --
Tax Fees                                          --                   --
All Other Fees                                 4,370               44,126

     Audit fees represent amounts billed for professional  services rendered for
the audit of  CEL-SCI's  annual  financial  statements,  including  the audit of
internal  control  over  financial  reporting,  the  reviews  of  the  financial
statements  included in  CEL-SCI's  10-Q  reports for the fiscal  year,  and all
regulatory  filings.  All other fees represent  amounts paid to BDO USA, LLP for
their work on an  application  for a PPACA grant applied for by CEL-SCI.  Before
BDO USA, LLP was engaged by CEL-SCI to render audit or non-audit  services,  the
engagement  was  approved  by  CEL-SCI's  audit  committee.  CEL-SCI's  Board of
Directors  is of the  opinion  that all the  fees  charged  by BDO USA,  LLP are
consistent with BDO USA, LLP maintaining its independence from CEL-SCI.

     The board of directors  recommends that the shareholders of CEL-SCI approve
its selection of BDO USA, LLP as CEL-SCI's independent public accounting firm to
audit the books and records of CEL-SCI for the year ending September 30, 2012.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

     CEL-SCI's Annual Report on Form 10-K for the year ending September 30, 2011
will be sent to any shareholder of CEL-SCI upon request.  Requests for a copy of
this  report  should be  addressed  to the  Secretary  of CEL-SCI at the address
provided on the first page of this proxy statement.

                              SHAREHOLDER PROPOSALS

     Any  shareholder  proposal  which may  properly  be  included  in the proxy
solicitation material for the annual meeting of shareholders following CEL-SCI's
year ending  September  30, 2012 must be received by the Secretary of CEL-SCI no
later than January 31, 2013.

                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of  proxies  will be  paid by  CEL-SCI  including  any  additional
solicitation made by letter,  telephone or telegraph.  Failure of a quorum to be
present at the meeting will necessitate  adjournment and will subject CEL-SCI to
additional expense.  CEL-SCI's annual report, including financial statements for
the 2011 fiscal year, is included in this mailing.

                                       32


     CEL-SCI's  Board of Directors  does not intend to present and does not have
reason to believe  that others  will  present any other items of business at the
annual meeting.  However, if other matters are properly presented to the meeting
for a vote,  the proxies will be voted upon such matters in accordance  with the
judgment of the persons acting under the proxies.


          Please complete, sign and return the attached proxy promptly.

                                       33


                            CEL-SCI CORPORATION                           PROXY
             This Proxy is solicited by CEL-SCI's Board of Directors

The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of the
Annual Meeting of Stockholders  to be held May 18, 2012,  10:30 a.m. local time,
at 4820-C Seton Drive,  Baltimore,  MD 21215, and hereby appoints  Maximilian de
Clara and Geert R. Kersten  with the power of  substitution,  as  Attorneys  and
Proxies  to vote all the shares of the  undersigned  at said  annual  meeting of
stockholders  and at all adjournments  thereof,  hereby ratifying and confirming
all that said Attorneys and Proxies may do or cause to be done by virtue hereof.
The  above  named  Attorneys  and  Proxies  are  instructed  to vote  all of the
undersigned's shares as follows:

The Board of Directors  recommends a vote FOR all the nominees  listed,  and FOR
Proposals 2-7.

(1)  To elect the persons who shall constitute  CEL-SCI's Board of Directors for
     the ensuing year.

        [ ] FOR all nominees listed below (except as marked to the contrary
            below)

        [ ] WITHHOLD AUTHORITY to vote for all nominees listed below

   (INSTRUCTION:  TO WITHHOLD  AUTHORITY TO VOTE FOR ANY  INDIVIDUAL  NOMINEE,
 STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)

   Nominees:   Maximilian de Clara    Geert R. Kersten    Alexander G. Esterhazy
               C. Richard Kinsolving  Peter R. Young

(2)  To approve the adoption of the Company's 2012 Incentive Stock Option Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(3)  To approve the adoption of the Company's  2012  Non-Qualified  Stock Option
     Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(4)  To approve the adoption of the Company's 2012 Stock Bonus Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(5)  To approve an amendment to the Company's Stock Compensation Plan so that an
     additional  2,000,000  restricted  shares  of  CEL-SCI's  common  stock are
     available for issuance under the Plan

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(6)  To amend the  Company's  Articles  of  Incorporation  such that the Company
     would be authorized to issue 600,000,000 shares of common stock.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(7)  To ratify the appointment of BDO USA, LLP as CEL-SCI's independent
registered public accounting firm for the fiscal year ending September 30, 2012.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

    To transact such other business as may properly come before the meeting.

   THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1 THROUGH 7.

                                Dated this _____ day of ___________, 2012

                                _____________________________________
                                           (Signature)

                                _____________________________________
                                           (Signature)

     Please sign your name exactly as it appears on your stock  certificate.  If
shares are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries  should so indicate when signing.  Please Sign, Date and Return this
Proxy so that your shares may be voted at the meeting.


           Send the proxy statement by regular mail, email, or fax to:

                               CEL-SCI Corporation
                              Attn: Gavin de Windt
                             8229 Boone Blvd., #802
                                Vienna, VA 22182
                               Phone: 703-506-9460
                                Fax: 703-506-9471
                           Email: gdewindt@cel-sci.com


                         IMPORTANT ANNUAL STOCKHOLDERS'
                    MEETING INFORMATION -- YOUR VOTE COUNTS!

    Stockholder Meeting Notice

     Important Notice Regarding the Availability of Proxy Materials for the
      CEL-SCI Corporation Stockholder Meeting to be Held on May 18, 2012

Under new  Securities  and Exchange  Commission  rules,  you are receiving  this
notice  that the  proxy  materials  for the  annual  stockholders'  meeting  are
available on the Internet.  Follow the instructions  below to view the materials
and vote online or request a copy.  The items to be voted on and location of the
annual meeting are on the reverse side. Your vote is important!

This  communication  presents  only  an  overview  of the  more  complete  proxy
materials that are available to you on the Internet.  We encourage you to access
and review all of the  important  information  contained in the proxy  materials
before voting. The proxy statement, annual report and letter to shareholders are
available at:

                           www.envisionreports.com/CVM

     Easy Online Access -- A Convenient Way to View Proxy Materials and Vote
     When you go online to view materials, you can also vote your shares.
     Step 1: Go to www.envisionreports.com/CVM to view the materials.
     Step 2: Click on Cast Your Vote or Request Materials.
     Step 3: Follow the instructions on the screen to log in.
     Step 4: Make your selection as instructed on each screen to select delivery
     preferences and vote.

When you go online,  you can also help the  environment by consenting to receive
electronic delivery of future materials.

     Obtaining a Copy of the Proxy Materials - If you want to receive a paper or
     e-mail copy of these documents, you must request one. There is no charge to
     you  for  requesting  a  copy.  Please  make  your  request  for a copy  as
     instructed  on the  reverse  side on or before  May 1,  2012 to  facilitate
     timely delivery.

                                       2



Stockholder Meeting Notice

CEL-SCI  Corporation's  Annual  Meeting of  Stockholders  will be held at 4820-C
Seton Drive, Baltimore, MD 21215, on May 18, 2012, at 10:30 a.m. local time.

Proposals to be voted on at the meeting are listed below along with the Board of
Directors' recommendations.

The Board of Directors recommends that you vote FOR the following proposals:

1. To elect the persons who shall  constitute  CEL-SCI's  Board of Directors for
the ensuing year.

       01- Maximilian de Clara   02- Geert R. Kersten 03- Alexander G. Esterhazy
       04- C. Richard Kinsolving 05- Peter R. Young

2. To approve the adoption of CEL-SCI's 2012 Incentive Stock Option Plan.

3. To approve the adoption of CEL-SCI's 2012 Non-Qualified Stock Option Plan.

4. To approve the adoption of CEL-SCI's 2012 Stock Bonus Plan.

5. To approve an  amendment  to  CEL-SCI's  Stock  Compensation  Plan so that an
additional  2,000,000  restricted shares of CEL-SCI's common stock are available
for issuance under the Plan.

6. To approve an  amendment to CEL-SCI's  Articles of  Incorporation  that would
provide for the issuance of up to 600,000,000 shares of common stock.

7. To ratify the appointment of BDO USA, LLP as CEL-SCI's independent registered
public accounting firm for the fiscal year ending September 30, 2012.

     To transact such other business as may properly come before the meeting.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE.  To vote your shares you
must vote  online or  request a paper copy of the proxy  materials  to receive a
proxy card.  If you wish to attend and vote at the  meeting,  please  bring this
notice with you.

Directions   to  attend   the   meeting   can  be  found  on  our   website   at
http://www.cel-sci.com/annual_meeting.html.
--------------------------------------------------------------------------------

     Here's  how to  order a copy of the  proxy  materials  and  select a future
     delivery preference:

     Paper copies:  Current and future paper delivery  requests can be submitted
     via the telephone, Internet or email options below.

     Email copies:  Current and future email delivery requests must be submitted
     via the Internet following the instructions below.

     If you request an email copy of current materials you will receive an email
     with a link to the materials.

     PLEASE NOTE:  You must use the number in the shaded bar on the reverse side
     when requesting a set of proxy materials.

             _  Internet - Go to www.envisionreports.com/CVM. Click Cast Your
                Vote or Request Materials. Follow the instructions to log in and
                order a paper or email copy of the current meeting materials and
                submit your preference for email or paper delivery of future
                meeting materials.

             _  Telephone - Call us free of charge at 1-866-641-4276 using a
                touch-tone phone and follow the instructions to log in and order
                a paper copy of the materials by mail for the current meeting.
                You can also submit a preference to receive a paper copy for
                future meetings.

             _  Email - Send email to investorvote@computershare.com with "Proxy
                Materials CEL-SCI Corporation" in the subject line. Include in
                the message your full name and address, plus the number located
                in the shaded bar on the reverse, and state in the email that
                you want a paper copy of current meeting materials. You can also
                state your preference to receive a paper copy for future
                meetings.

     To facilitate  timely delivery,  all requests for a paper copy of the proxy
     materials must be received by May 1, 2012.

                                       3